Statement re. Intended Squeeze-Out and Delisting

Glenstone is set to acquire and delist AIRE after reaching 87.08% share acceptance.

What the company is saying

Glenstone REIT PLC has announced that its increased final recommended cash offer for Alternative Income REIT PLC (AIRE) has reached 87.08% of AIRE’s issued share capital, with valid acceptances for 70,101,776 shares as of 26 October 2026. The company emphasizes that only 4,343,771 more shares (5.39%) are needed to trigger the compulsory acquisition (Squeeze-Out Threshold) and complete the move to 100% ownership. Glenstone frames the process as nearly complete, stating the offer is unconditional (since 9 September 2026) and will remain open, with at least 14 days’ notice before closing. The offer price is fixed at 70 pence per share, with settlement promised within 14 days of valid acceptance. Glenstone has installed three of its directors on AIRE’s board and is negotiating with AIRE’s service providers for management internalisation. The tone is procedural and direct, urging remaining shareholders to act promptly and warning of the practical consequences of delisting for those who do not tender.

What the data suggests

The disclosed figures confirm that Glenstone controls 87.08% of AIRE’s shares, having received acceptances for 70,101,776 shares at 70 pence each. Only 4,343,771 shares (5.39%) remain before Glenstone can compulsorily acquire all outstanding shares and delist AIRE. The offer is unconditional, and the process is in its final phase, with settlement terms and timelines clearly stated. No financial performance data, NAV, or profitability figures are included; the focus is exclusively on the mechanics and progress of the acquisition. The number of shares, percentages, and offer price are internally consistent and leave no ambiguity about the status or next steps. The announcement provides no evidence regarding the financial impact of the acquisition or integration, nor does it discuss post-acquisition plans beyond management internalisation.

Analysis

The announcement is a formal, factual update on the progress of Glenstone's cash offer for AIRE, providing precise figures on acceptances (87.08%), shares required for squeeze-out (5.39%), and the offer price (70 pence per share). The language is procedural and does not overstate the status or likely outcomes; forward-looking statements (e.g., intent to delist, compulsory acquisition) are direct consequences of the current shareholding and are standard in such transactions. There are no exaggerated claims about future benefits, synergies, or financial performance. The capital outlay is significant (full acquisition), but the process is nearly complete and settlement is imminent (within 14 days of acceptance), so the execution distance is immediate. No narrative inflation or promotional language is present; the tone is neutral and focused on mechanics. The absence of operational or profitability data is not a deficiency in this context, as the announcement is strictly about the offer process.

Risk flags

• ●Minor execution risk remains until Glenstone secures the final 5.39% of shares needed to trigger the squeeze-out; while this is typically procedural at this stage, any unexpected resistance or legal challenge could delay completion.
• ●Shareholders who do not act before delisting may face complications, including inability to hold AIRE shares through retail platforms or loss of ISA/SIPP eligibility, which could result in administrative or tax disadvantages.
• ●The announcement does not address integration risks or operational challenges that may arise from the internalisation of AIRE’s management and administration, nor does it provide any financial or strategic rationale for the acquisition.
• ●No information is provided on the future strategy, asset management approach, or financial outlook for AIRE post-acquisition, leaving investors without visibility into the long-term implications of the transaction.

Bottom line

Glenstone’s acquisition of AIRE is in its final stage, with 87.08% of shares already accepted and only 5.39% remaining before compulsory acquisition and delisting. The offer is unconditional, the price is fixed at 70 pence per share, and settlement will occur within 14 days of acceptance. Shareholders who do not act risk being unable to hold their shares or include them in tax-advantaged accounts after delisting. The process is highly likely to conclude within weeks, but the announcement provides no insight into the financial or operational outlook for the combined entity. For investors, the key takeaway is that the window to tender shares is closing rapidly, and failure to do so could have negative administrative or tax consequences.

Announcement summary

(LSE:AIRE) Glenstone REIT PLC has announced an increased final recommended cash offer for Alternative Income REIT PLC (AIRE), with the intention to acquire AIRE's remaining issued share capital and to delist AIRE. As of 5.00 p.m. (London time) on 26 October 2026, Glenstone held or had received valid acceptances of the Offer in respect of 70,101,776 AIRE Shares, representing 87.08 per cent. of AIRE’s entire issued share capital. Glenstone requires valid acceptances in respect of a further 4,343,771 AIRE Shares, representing a further 5.39 per cent. of AIRE’s share capital, to satisfy the Squeeze-Out Threshold and commence the process of compulsorily acquiring any remaining AIRE Shares not assented to the Offer at that time. Glenstone declared its Offer to be unconditional in all respects on 9 September 2026. Three of Glenstone’s directors have been appointed to the Board of AIRE and are in active discussions with AIRE's current, external, service providers regarding the anticipated internalisation of AIRE's management and administration. Glenstone intends to acquire 100 per cent. ownership of AIRE and proceed with the Delisting and re-registration of AIRE as a private limited company. Glenstone will use all reasonable endeavours to acquire such further AIRE Shares required to satisfy the Squeeze-Out Threshold and commence the compulsory acquisition of AIRE’s remaining Shares as soon as possible. The Offer for AIRE will remain open to acceptances, and Glenstone will give at least 14 days’ notice of the closing of the Offer. Glenstone will also seek to purchase AIRE Shares in the market from the date of this announcement at a price of 70 pence per AIRE Share. Eligible AIRE Shareholders who are interested in selling their AIRE Shares to Glenstone (instead of accepting the Offer) should place an order with their broker or share dealing platform. Remaining AIRE Shareholders who validly accept the Offer will receive 70 pence per AIRE Share and settlement will be made within 14 days of Glenstone receiving their valid acceptance. Those AIRE Shareholders who choose to sell their AIRE Shares in the market would receive settlement of the cash consideration due to them and bear any dealing costs that may be charged, in accordance with the terms offered by their broker, nominee and/or share dealing platform. AIRE Shareholders who have not yet accepted the Offer are strongly encouraged to do so, in order to receive the 70 pence in cash per AIRE Share available under the Offer. Following the Delisting and Re-registration, AIRE Shareholders that have not accepted the Offer may not be capable of holding AIRE Shares through their retail platform or nominee, and the AIRE Shares may be ineligible for inclusion in ISAs and SIPPs. The Offer Document and a specimen copy of the Form of Acceptance are available at Glenstone's website. The financial terms of the Offer are final and will not be increased.

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